Sec Form 4 Filing - KANE LINDA M @ FOREST CITY ENTERPRISES INC - 2014-08-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
KANE LINDA M
2. Issuer Name and Ticker or Trading Symbol
FOREST CITY ENTERPRISES INC [ FCEA/FCEB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Sr VP & Treasurer
(Last) (First) (Middle)
50 PUBLIC SQUARE, SUITE 1100
3. Date of Earliest Transaction (MM/DD/YY)
08/11/2014
(Street)
CLEVELAND, OH44113
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 2,063.838 I 401k Plan ( 1 )
Class A Common Stock 1,964 D ( 2 )
Class A Common Stock 3,843 D ( 3 )
Class A Common Stock 4,377 D ( 4 )
Class A Common Stock 4,128 D ( 5 )
Class A Common Stock 08/11/2014 S 9,033 D $ 19.27 1,281 D ( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
2005 Stock Option Grant (right to buy) $ 31.75 04/06/2007( 7 ) 04/06/2015 Class A Common 11,250 11,250 D ( 7 )
2006 Stock Option Grant (right to buy) $ 46.37 04/04/2008( 8 ) 04/04/2016 Class A Common 15,000 15,000 D ( 8 )
2007 Stock Option Grant (right to buy) $ 65.35 03/29/2009( 9 ) 03/29/2017 Class A Common 15,000 15,000 D ( 9 )
2008 Stock Option Grant (right to buy) $ 36.38 06/18/2010( 10 ) 06/18/2018 Class A Common 6,522 6,522 D ( 10 )
2010 Stock Option Grant (right to buy) $ 15.89 04/14/2012( 11 ) 04/14/2020 Class A Common 5,437 5,437 D ( 11 )
2011 Stock Option Grant (right to buy) $ 17.72 04/13/2013( 12 ) 04/13/2021 Class A Common 6,213 6,213 D ( 12 )
Class B Common - Convertible ( 13 ) $ 0 08/08/1988( 17 ) 08/08/1988( 17 ) Common Stock 1,734.9917 1,734.9917 I 401k Plan ( 18 )
2012 Performance Shares $ 0 12/31/2015 08/08/1988( 14 ) Class A Common 5,124 5,124 D ( 14 )
2013 Performance Shares $ 0 12/31/2016 08/08/1988( 15 ) Class A Common 4,146 4,146 D ( 15 )
2014 Performance Shares $ 0 12/31/2017( 16 ) 08/08/1988 Class A Common 4,128 4,128 D ( 16 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KANE LINDA M
50 PUBLIC SQUARE, SUITE 1100
CLEVELAND, OH44113
Sr VP & Treasurer
Signatures
Geralyn M. Presti, Attorney-In-Fact for Linda Kane 08/12/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Class A Common Stock - 401k account - Held Indirect.
( 2 )2011 Restricted Stock Grant - 25% vest on 4/13/2013; 25% vest on 4/13/2014; and 50% vest on 4/13/2015.
( 3 )2012 Restricted Stock Grant - 25% vest on 4/11/2014; 25% vest on 4/11/2015; and 50% vest on 4/11/2016.
( 4 )2013 Restricted Stock Grant - 25% vest on 4/08/2015; 25% vest on 4/08/2016; and 50% vest on 4/08/2017.
( 5 )2014 Restricted Stock Grant - 0% vest on 3/28/2015; 25% vest on 3/28/2016; 25% vest on 3/28/2017; and 50% vest on 3/28/2018.
( 6 )Shares are held in a street account. 1,709 shares that vested 4/14/2014 were transferred to this account; 982 shares that vested 4/13/2014 were transferred to this account; 1,281 shares that vested 4/11/2014 were transferred to this account. The price $19.27 represents a weighed average of sales prices ranging from $19.08 per share to $19.31 per share. Full information regarding the number of shares sold at each separate price will be provided to the SEC, the issuer or a security holder of the issuer upon request.
( 7 )2005 Stock Option Grant - 25% exercisable 4/06/2007; 25% exercisable 4/06/2008; and 50% exersicable 4/06/2009.
( 8 )2006 Stock Option Grant - 25% exercisable on 4/04/2008; 25% exercisable on 4/04/2009; and 50% exersicable on 4/04/2010.
( 9 )2007 Stock Option Grant - 25% exercisable 3/29/2009; 25% exercisable 3/29/2010; and 50% exercisable 3/29/2011.
( 10 )2008 Stock Option Grant - 25% exercisable 6/18/2010; 25% exercisable 6/18/2011; and 50% exercisable 6/18/2012.
( 11 )2010 Stock Option Grant - 25% exercisable 4/14/2012; 25% exercisable 4/14/2013; and 50% exercisable 4/14/2014.
( 12 )2011 Stock Option Grant - 25% exercisable 4/13/2013; 25% exercisable 4/13/2014; and 50% exercisable 4/13/2015.
( 13 )Stocks are convertible from Class B to Class A on a 1-for-1 basis.
( 14 )Performance Shares Award - granted 4/11/2012 - performance period is from February 1, 2012 to December 31, 2015. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $14.74 per share. There is no fixed expiration date.
( 15 )Performance Shares Award - granted 4/08/2013 - performance period is from February 1, 2013 to December 31, 2016. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $17.60 per share. There is no fixed expiration date.
( 16 )Performance Shares Award - granted 3/28/2014 - performance period is from January 1, 2014 to December 31, 2017. Awards will be available to the grantee at the end of the performance period provided that certain performance criteria are met. The actual number of shares earned could range from 0 to 200% of the number of Performance Shares granted. Fair market value on date of grant is $18.73 per share. There is no fixed expiration date.
( 17 )Immediate - stocks are convertible at any time, there is no fixed exercisable date or expiration date.
( 18 )Class B Common Stock - 401k account - Held indirect.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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